Click here to load reader

Case M.7822 - DENTSPLY / SIRONA - European Commission · PDF file (2) Dentsply is a designer, developer, manufacturer and marketer of a broad range of consumable dental products for

  • View
    2

  • Download
    0

Embed Size (px)

Text of Case M.7822 - DENTSPLY / SIRONA - European Commission · PDF file (2) Dentsply is a designer,...

  • EUROPEAN COMMISSION DG Competition

    Case M.7822 - DENTSPLY / SIRONA

    Only the English text is available and authentic.

    REGULATION (EC) No 139/2004

    MERGER PROCEDURE

    Article 6(1)(b) in conjunction with Art 6(2)

    Date: 25/02/2016

    In electronic form on the EUR-Lex website under

    document number 32016M7822

  • Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË Tel: +32 229-91111. Fax: +32 229-64301. E-mail: [email protected]

    EUROPEAN COMMISSION

    Brussels, 25.02.2016

    C(2016) 1311 final

    To the notifying party:

    Dear Madam(s) and/or Sir(s),

    Subject: Case M.7822 – Dentsply/Sirona

    Commission decision pursuant to Article 6(1)(b) in conjunction with

    Article 6(2) of Council Regulation No 139/20041 and Article 57 of the

    Agreement on the European Economic Area2

    (1) On 7 January 2016, the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No

    139/2004 by which Dentsply International Inc. (“Dentsply” or "the Notifying

    Party") acquires within the meaning of Article 3(1)(b) of the Merger

    Regulation control of the whole of Sirona Dental Systems, Inc. (“Sirona”),

    both of the U.S., by way of purchase of shares (the "Transaction").3 Dentsply

    and Sirona are collectively referred to as "the Parties".

    1 OJ L 24, 29.1.2004, p. 1 ('the Merger Regulation'). With effect from 1 December 2009, the Treaty on

    the Functioning of the European Union ('TFEU') has introduced certain changes, such as the

    replacement of 'Community' by 'Union' and 'common market' by 'internal market'. The terminology of

    the TFEU will be used throughout this decision.

    2 OJ L 1, 3.1.1994, p.3 ("the EEA Agreement").

    3 Publication in the Official Journal of the European Union No C 012, 15.01.2016, p. 6.

    PUBLIC VERSION

    MERGER PROCEDURE

    In the published version of this decision, some

    information has been omitted pursuant to Article

    17(2) of Council Regulation (EC) No 139/2004

    concerning non-disclosure of business secrets and

    other confidential information. The omissions are

    shown thus […]. Where possible the information

    omitted has been replaced by ranges of figures or a

    general description.

  • 2

    I. THE PARTIES

    (2) Dentsply is a designer, developer, manufacturer and marketer of a broad range of consumable dental products for the professional dental market.

    Dentsply also manufactures and markets other consumable medical devices.

    (3) Sirona is a global manufacturer of dental equipment and is focused on developing, manufacturing, and marketing innovative solutions for dentists.

    II. THE OPERATION AND THE CONCENTRATION

    (4) Dentsply is taking over the entirety of Sirona. Pursuant to the Agreement and Plan of Merger dated 15 September 2015, Dawkins Merger Sub Inc., a

    wholly-owned subsidiary of Dentsply, will be merged with and into Sirona,

    with Sirona as the surviving entity becoming a wholly-owned subsidiary of

    Dentsply. Upon completion, Dentsply will be renamed Dentsply Sirona Inc.

    ("Combined Entity").

    (5) Therefore, the Transaction is an acquisition of sole control of Sirona by Dentsply and constitutes a concentration within the meaning of Article

    3(1)(b) of the Merger Regulation.

    III. EU DIMENSION

    (6) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 2 500 million4 (Dentsply: EUR 2 199 million, Sirona:

    EUR 881 million). In each of at least three EU Member States, Dentsply’s

    and Sirona’s combined aggregate turnover is more than EUR 100 million,

    […]; the aggregate turnover of each of Dentsply and Sirona is more than

    EUR 25 million in each of […]; and the aggregate EU-wide turnover of each

    of Dentsply and Sirona is more than EUR 100 million (Dentsply: EUR […]

    million, Sirona: EUR […] million); and neither Dentsply nor Sirona achieve

    more than two-thirds of their aggregate EU-wide turnover within one and the

    same EU Member State. The notified operation therefore has an EU

    dimension within the meaning of Article 1(3) of the EU Merger Regulation.

    IV. MARKET DEFINITION

    IV.1. Introduction

    (7) The Transaction will combine Dentsply’s dental consumables/materials business with Sirona’s dental equipment business.

    (8) The Parties' activities overlap in (a) CAD/CAM ("computer-aided design and computer-aided manufacturing") materials, and more specifically in the

    segments for the supply of zirconia CAD/CAM blocks and discs and glass

    ceramic CAD/CAM blocks, (b) small dental equipment, including endodontic

    motors, contra-angle handpieces, ultrasonic scalers and ultrasonic scaler tips,

    (c) dental imaging systems, and more specifically intraoral sensor holders

    and (d) dental implant systems, including abutments, implant planning

    4 Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission

    Consolidated Jurisdictional Notice (OJ C95, 16.04.2008, p1).

  • 3

    software and implant guides. Of the segments mentioned above, affected are

    the ones concerning zirconia CAD/CAM blocks and discs in Germany, and

    endodontic motors and contra-angle handpieces at the EEA level and in

    several Member States.

    (9) The Parties are also active in neighbouring segments, of which affected are: (a) dental CAD/CAM systems and CAD/CAM materials, (b) treatment

    centres and small dental equipment, such as endodontic motors and contra-

    angle handpieces and (c) endodontic motors and contra-angle handpieces5.

    IV.2. CAD/CAM systems

    IV.2.1. Product market definition

    IV.2.1.1. Introduction

    (10) CAD/CAM is a dental restoration technology. Other dental restoration technologies include casting, pressing and 3D printing.

    (11) The CAD/CAM technology can be used by dental laboratories ("labside CAD/CAM systems") to manufacture restorative materials (e.g. crowns,

    bridges, and inlays) for multiple dentists based on the specifications for

    individual patients. The CAD/CAM technology can also be used by the

    dentists themselves in their office ("chairside CAD/CAM systems").

    (12) Chairside CAD/CAM systems comprise, in a complete chairside system, a digital impression system (scanner), 3D dental design software, and a

    chairside mill. The workflow is as follows: a digital impression system scans

    the damaged area, captures the image of the tooth or teeth requiring

    restoration and proposes the specifications for the restoration. The milling

    unit then mills the dental restoration to the required specifications based upon the captured image and the dentist’s design specifications. According to the

    Parties’ estimates, the penetration of CAD/CAM systems in Europe amounts to

    approximately 5-10% of dental practices (approximately 3% in France, 7% in

    the UK, 2% in Italy, 8% in the Netherlands and peaking in Germany -

    approximately 15% in 2014).

    IV.2.1.2. The Notifying Party's view

    (13) The Notifying Party submits that there is no need to distinguish between CAD technology and CAM technology as the two technologies have to be

    used together to enable dentists and dental laboratories to create high-

    precision designs (using a scanner) and dental restorations (using a milling

    unit) – be it in a single session at the dentist's premises (chairside CAD/CAM

    systems) or through sending the scan to a laboratory (labside CAD/CAM

    systems).

    5 The Parties are also active in the non-affected neighbouring markets for intraoral sensors and intraoral

    sensor holders. In addition, Dentsply is active in Minor Tooth Movement (MTM) systems and dental

    implant systems which could be integrated in Sirona's chairside CAD/CAM systems. However, these

    markets are not neighbouring markets since they are not complementary (the use of one system does

    not essentially imply the use of the other system) nor belonging to a range of products purchased by

    customers for the same end use.

  • 4

    (14) The Notifying Party further submits that CAD/CAM systems should be regarded as a single product market as the basic technology and components of a labside

    and a chairside system are essentially the same and suppliers of labside systems

    could easily supply chairside systems. Labside CAD/CAM systems are used by

    dental laboratories, where technicians prepare dental restorations ordered by

    a dentist. Chairside CAD/CAM systems allow for the entire process

    including production of the dental restoration to be done directly in the

    dentist's office – thus eliminating the need for dentists to outsource the

    production of restorations to laboratories and allowing the completion of the

    procedure in a single session, with obvious benefits for the patients.

    IV.2.1.3. Results of the market investigation and Commission's assessment

    (15) The market investigation results indicated, contrary to the Parti

Search related